There are over 1,719 United States (US) state and federal prisons with over 2.3 million prisoners. In 2017, more than 20% of sentenced prisoners were age 50 or older. The health status of older inmates is often parallel with free-living people who are far older (e.g., 10-15 years). Older prisoners disproportionately contribute to the steeply rising correctional healthcare costs and their death rate is 10 times that of younger prisoners. Corrections budgets are stretched as they strive to meet the care needs of aged and dying prisoners. Carefully selected and vetted inmates offer an abundant human resource that is poised to contribute in important ways to augment prison staff in meeting growing care needs of older and dying inmates. However, the lack of standardized, evidence-based, training that is geared toward this target audience is a current barrier to ensuring high quality inmate caregiving. In response to this need, our Phase I project E-training of Inmate Peer Caregivers for Enhancing Geriatric and End-of-Life Care in Prisons demonstrated that inmate access to technology is growing and inmates can be successful e-learners. Specifically, we learned: (1) there is a need and interest for products such as our Inmates Care computer-based learning (CBL); (2) trainings should be engaging, interactive, and contextually sensitive to the specific environment, target user, and security constraints, while at the same time being mindful of emerging trends in regard to technology use by inmates (e.g., availability of tablets for purchase and use in many states); and finally, (3) that interactive, media-rich prototype modules with high acceptability and usability could be developed. The specifications document and commercialization plan indicated it is possible to develop a full-scale Inmates Care learning system in Phase II and a Technology Niche Analyses revealed market potential exists. The purpose of this Phase II application is to continue research and development of the Inmates Care learning system with an emphasis on developing a scalable unit for commercialization and testing scale-up in a larger number of more diverse state prisons. More specifically, the aims of this Phase II study are to: 1) Develop a full scale media-rich interactive computer-based learning system Inmates Care, that consists of six modules aimed at augmenting the highly variable face-to- face inmate caregiving programs in state prisons with standardized, evidence-based training to prepare inmates in assisting with EOL and geriatric care; and one Training Overview and Rollout module that prepares staff to use Inmates Care as a tool for inmate peer caregiver training; 2) Conduct in-person usability testing of the full-scale Inmates Care program in two rounds in state prisons to evaluate logistics, inmate and staff impressions, user interface, ease of use, and perceived barriers in order to optimize the scalable unit for broader dissemination (n=30); and 3) Test scale-up of the full-scale Inmates Care program in state prisons across the nation to evaluate knowledge acquisition outcomes, usage patterns, and commercialization opportunities (n=288).